-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HAi0z8HQ25LpXgJUyfqvErngfJ8fRLoOJvJYwB8UEGXXtYq+1t4HSxHF/VK856rc C6QibHSxxD8jd/P70evj2g== 0000903100-02-000167.txt : 20020520 0000903100-02-000167.hdr.sgml : 20020520 20020520161242 ACCESSION NUMBER: 0000903100-02-000167 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020515 ITEM INFORMATION: Other events FILED AS OF DATE: 20020520 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLLAGENEX PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001012270 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 521758016 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28308 FILM NUMBER: 02657762 BUSINESS ADDRESS: STREET 1: 41 UNIVERSITY DRIVE CITY: NEWTON STATE: PA ZIP: 18940 BUSINESS PHONE: 2155797388 MAIL ADDRESS: STREET 1: 41 UNIVERSITY DRIVE CITY: NEWTON STATE: PA ZIP: 18940 8-K 1 amd38k.txt COLLAGENEX PHARMACEUTICALS, INC. FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) May 15, 2002 ------------ CollaGenex Pharmaceuticals, Inc. -------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 0-28308 52-1758016 - -------------------------------------------------------------------------------- (State or Other (Commission File Number) (IRS Employer Jurisdiction Identification No.) of Incorporation) 41 University Drive, Newtown, Pennsylvania 18940 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (215) 579-7388 ------------------------------- (Registrant's telephone number, including area code) ------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS. AMENDMENT TO SHAREHOLDER PROTECTION RIGHTS AGREEMENT On May 15, 2002, the Company executed Amendment No. 3 (the "Third Amendment") to its Shareholder Protection Rights Agreement dated as of September 15, 1997, as amended on each of March 16, 1999 and May 10, 2001, by and between the Company and American Stock Transfer & Trust Company, as rights agent (the "Rights Agreement"). The Third Amendment eliminates from the Rights Agreement certain provisions relating to required approvals by the "Continuing Directors" (as defined therein) of the Company (commonly referred to as "dead hand" provisions). The Company also filed a Certificate of Designation of Series A Participating Preferred Stock (the "Series A Certificate") with the Secretary of State of the State of Delaware with respect to the Rights Agreement on May 20, 2002. The Third Amendment was not adopted in response to any known offers for the Company. The Third Amendment and the Series A Certificate are attached hereto as Exhibits 4.1 and 4.2, respectively, and are incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. -------- Exhibit No. Description ----------- ----------- 4.1 Amendment No. 3 to Shareholder Protection Rights Agreement, dated as of May 15, 2002, by and between CollaGenex Pharmaceuticals, Inc. and American Stock Transfer & Trust Company. 4.2 Certificate of Designation of Series A Participating Preferred Stock, as filed with the Secretary of State of the State of Delaware on May 20, 2002. - 2 - SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. COLLAGENEX PHARMACEUTICALS, INC. By: /s/ Nancy C. Broadbent ----------------------------- Nancy C. Broadbent Chief Financial Officer (Principal Financial Officer) Date: May 20, 2002 - 3 - EX-4 3 exh418k.txt EX 4.1 AMEND. NO. 3 TO SHAREHOLDER PROTECTION EXHIBIT 4.1 AMENDMENT NO. 3 TO SHAREHOLDER PROTECTION RIGHTS AGREEMENT THIS AMENDMENT NO. 3, dated as of May 15, 2002 (the "Amendment"), to the Shareholder Protection Rights Agreement, dated as of September 15, 1997, as amended by Amendment No. 1 thereto, dated March 16, 1999 and by Amendment No. 2 thereto, dated May 10, 2001 (collectively, the "Rights Agreement"), by and between CollaGenex Pharmaceuticals, Inc., a Delaware company (the "Company"), and American Stock Transfer & Trust Company, as Rights Agent (the "Agent"). NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, and intending to be legally bound hereby, the parties hereto agree as follows: 1. AMENDMENTS. A. The reference to and definition of "Disinterested Directors" in Section 1.1 of the Rights Agreement is hereby deleted in its entirety. B. Section 5.1(a) of the Rights Agreement is hereby amended and restated in its entirety to read as follows: "(a) the Board of Directors of the Company may, at its option, at any time until 10 days after the Flip-in Date, elect to redeem all (but not less than all), the then outstanding Rights at the Redemption Price and the Company, at its option, may pay the Redemption Price either in cash or shares of Common Stock or other securities of the Company deemed by the Board of Directors, in the exercise of its sole discretion, to be at least equivalent in value to the Redemption Price. Notwithstanding anything contained in this Agreement to the contrary, the Rights shall not become exercisable until such time as the Company's right of redemption pursuant to this Section 5.1 shall expire." C. Section 5.4 of the Rights Agreement is hereby amended and restated in its entirety to read as follows: "Prior to the Separation Time and subject to the penultimate sentence of this Section 5.4, the Company may, and the Rights Agent shall if the Company so directs, supplement or amend any provision of this Agreement without the approval of any holders of Rights. From and after the Separation Time, and subject to the penultimate sentence of this Section 5.4, the Company may, and the Rights Agent shall if the Company so directs, supplement or amend this Agreement without the approval of any holders of Rights in order (i) to cure any ambiguity, (ii) to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions herein, (iii) to change or supplement the provisions hereunder in any manner which the Company may deem necessary or desirable and which shall not adversely affect the interests of the holders of Rights (other than an Acquiring Person or an Affiliate or Associate of an Acquiring Person), (iv) to suspend the effectiveness of Section 3.1(b) hereof, or (v) to shorten or lengthen any time period hereunder; provided, this Agreement may not be supplemented or amended to lengthen, pursuant to clause (v) of this sentence, (A) a time period relating to when the Rights may be redeemed at such time as the Rights are not then redeemable or (B) any other time period unless such lengthening is for the purpose of protecting, enhancing or clarifying the rights of, and/or the benefits to, the holders of Rights. Upon the delivery of a certificate from an appropriate officer of the Company which states that the proposed supplement or amendment is in compliance with the terms of this Section 5.4, the Rights Agent shall execute such supplement or amendment. Notwithstanding anything contained in this Agreement to the contrary, no supplement or amendment shall be made after the Separation Time which (i) changes the Redemption Price, the Exercise Price or the number of one one-hundredths of a share of Preferred Stock for which a Right is exercisable or (ii) shortens the Expiration Time. Prior to the Separation Time, the interests of the holders of Rights shall be deemed coincident with the interests of the holders of Common Stock." 2. REFERENCE TO AND EFFECT ON THE RIGHTS AGREEMENT. (a) On and after the effective date hereof, each reference to "this Agreement," "hereunder," "hereof," "herein," or words of like import shall mean and be a reference to the Rights Agreement as amended hereby. No reference to this Amendment need be made in any instrument or document at any time referring to the Rights Agreement. A reference to the Rights Agreement in any of such instrument or document shall be deemed to be a reference to the Rights Agreement as amended hereby. (b) Except as expressly amended by this Amendment, the provisions of the Rights Agreement shall remain in full force and effect. 3. GOVERNING LAW. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware. 4. COUNTERPARTS. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute a single instrument. 5. EFFECTIVE DATE. This Amendment shall be effective immediately upon execution by the Company and the Agent. * * * * * * - 2 - IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the date first above written. COLLAGENEX PHARMACEUTICALS, INC. By: /s/ Nancy C. Broadbent ------------------------------------------- Nancy C. Broadbent Vice President and Chief Financial Officer AMERICAN STOCK TRANSFER & TRUST COMPANY By: /s/ Herbert J. Lemmer ------------------------------------------- Herbert J. Lemmer Vice President - 3 - EX-4 4 exh428k.txt EX 4.2 CERTIFICATE OF DESIGNATION EXHIBIT 4.2 CERTIFICATE OF DESIGNATION OF SERIES A PARTICIPATING PREFERRED STOCK OF COLLAGENEX PHARMACEUTICALS, INC. Pursuant to Section 151 of the Delaware General Corporation Law, CollaGenex Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY THAT: Pursuant to authority conferred upon the Board of Directors of the Corporation by its Certificate of Incorporation and pursuant to the provisions of Section 151 of the Delaware General Corporation Law, the Board of Directors of the Corporation, at a duly called meeting thereof held on September 5, 1997, adopted the following resolution: RESOLVED, that there is hereby established a series of Preferred Stock, $0.01 par value, of the Corporation, and the designation, number of shares, and other relative rights, preferences and limitations of the shares of such series are hereby fixed as follows: (i) The distinctive serial designation of this series shall be "Series A Participating Preferred Stock" (hereinafter called "this Series"). Each share of this Series shall be identical in all respects with the other shares of this Series except as to the dates from and after which dividends thereon shall be cumulative. (ii) The number of shares in this Series shall initially be one hundred fifty thousand (150,000), which number may from time to time be increased or decreased (but not below the number then outstanding) by the Board of Directors. Shares of this Series purchased by the Corporation shall be canceled and shall revert to authorized but unissued shares of Preferred Stock undesignated as to series. Shares of this Series may be issued in fractional shares, which fractional shares shall entitle the holder, in proportion to such holder's fractional share, to all rights of a holder of a whole share of this Series. (iii) The holders of full or fractional shares of this Series shall be entitled to receive, when and as declared by the Board of Directors, but only out of funds legally available therefor, dividends, (A) on each date that dividends or other distributions (other than dividends or distributions payable in Common Stock of the Corporation) are payable on or in respect of Common Stock comprising part of the Reference Package (as defined below), in an amount per whole share of this Series equal to the aggregate amount of dividends or other distributions (other than dividends or distributions payable in Common Stock of the Corporation) that would be payable on such date to a holder of the Reference Package and (B) on the last day of March, June, September and December in each year, in an amount per whole share of this Series equal to the excess (if any) of (1) that amount equal to one-quarter (1/4) of one-percent (1%) of the Exercise Price divided by the number of shares of Preferred Stock purchasable upon exercise of one Right over (2) the aggregate dividends paid per whole share of this Series during the three-month period ending on such last day. Each such dividend shall be paid to the holders of record of shares of this Series on the date, not exceeding sixty days preceding such dividend or distribution payment date, fixed for the purpose by the Board of Directors in advance of payment of each particular dividend or distribution. Dividends on each full and each fractional share of this Series shall be cumulative from the date such full or fractional share is originally issued; provided that any such full or fractional share originally issued after a dividend record date and on or prior to the dividend payment date to which such record date relates shall not be entitled to receive the dividend payable on such dividend payment date or any amount in respect of the period from such original issuance to such dividend payment date. The term "Reference Package" shall initially mean 100 shares of Common Stock, $0.01 par value ("Common Stock"), of the Corporation. In the event the Corporation shall at any time after the close of business on: (i) the date upon which the Separation Time (as defined in the Corporation's Shareholder Protection Rights Agreement dated as of September 15, 1997, as amended (the "Rights Agreement")) occurs with respect to shares to be issued pursuant to Section 2.3 of the Rights Agreement; or (ii) the Flip-In Date (as defined in the Rights Agreement) with respect to shares to be issued pursuant to Section 3.1(d) of the Rights Agreement, (A) declare or pay a dividend on any Common Stock payable in Common Stock, (B) subdivide any Common Stock or (C) combine any Common Stock into a smaller number of shares, then and in each such case the Reference Package after such event shall be the Common Stock that a holder of the Reference Package immediately prior to such event would hold thereafter as a result thereof. Holders of shares of this Series shall not be entitled to any dividends, whether payable in cash, property or stock, in excess of full cumulative dividends, as herein provided on this Series. So long as any shares of this Series are outstanding, no dividend (other than a dividend in Common Stock or in any other stock ranking junior to this Series as to dividends and upon liquidation) shall be declared or paid or set aside for payment or other distribution declared or made upon the Common Stock or upon any other stock ranking junior to this Series as to dividends or upon liquidation, nor shall any Common Stock nor any other stock of the Corporation ranking junior to or on a parity with this Series as to dividends or upon liquidation be redeemed, purchased or otherwise acquired for any consideration (or any monies be paid to or made available for a sinking fund for the redemption of any shares of any such stock) by the Corporation (except by conversion into or exchange for stock of the Corporation ranking junior to this Series as to dividends and upon liquidation), unless, in each case, the full cumulative dividends (including the dividend to be due upon payment of such dividend, distribution, redemption, purchase or other acquisition) on all outstanding shares of this Series shall have been, or shall contemporaneously be, paid. (iv) In the event of any merger, consolidation, reclassification or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of this Series - 2 - shall at the same time be similarly exchanged or changed in an amount per whole share equal to the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, that a holder of the Reference Package would be entitled to receive as a result of such transaction. (v) In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the holders of full and fractional shares of this Series shall be entitled, before any distribution or payment is made on any date to the holders of the Common Stock or any other stock of the Corporation ranking junior to this Series upon liquidation, to be paid in full an amount per whole share of this Series equal to the greater of (A) an amount equal to one hundred (100) times the Exercise Price in effect as of the Separation Time or (B) the aggregate amount distributed or to be distributed prior to such date in connection with such liquidation, dissolution or winding up to a holder of the Reference Package (such greater amount being hereinafter referred to as the "Liquidation Preference"), together with accrued dividends to such distribution or payment date, whether or not earned or declared. If such payment shall have been made in full to all holders of shares of this Series, the holders of shares of this Series as such shall have no right or claim to any of the remaining assets of the Corporation. In the event the assets of the Corporation available for distribution to the holders of shares of this Series upon any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, shall be insufficient to pay in full all amounts to which such holders are entitled pursuant to the first paragraph of this Section (v), no such distribution shall be made on account of any shares of any other class or series of Preferred Stock ranking on a parity with the shares of this Series upon such liquidation, dissolution or winding up unless proportionate distributive amounts shall be paid on account of the shares of this Series, ratably in proportion to the full distributable amounts for which holders of all such parity shares are respectively entitled upon such liquidation, dissolution or winding up. Upon the liquidation, dissolution or winding up of the Corporation, the holders of shares of this Series then outstanding shall be entitled to be paid out of assets of the Corporation available for distribution to its shareholders all amounts to which such holders are entitled pursuant to the first paragraph of this Section (v) before any payment shall be made to the holders of Common Stock or any other stock of the Corporation ranking junior upon liquidation to this Series. For the purposes of this Section (v), the consolidation or merger of, or binding share exchange by, the Corporation with any other corporation shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporation. (vi) The shares of this Series shall not be redeemable. (vii) In addition to any other vote or consent of shareholders required by law or by the Certificate of Incorporation of the Corporation, each whole share of this Series shall, on any matter, vote as a class with any other capital stock comprising part of the - 3 - Reference Package and voting on such matter and shall have the number of votes thereon that a holder of the Reference Package would have. - 4 - IN WITNESS WHEREOF, this Certificate of Designations is executed on behalf of the Corporation by its Chief Executive Officer this 15th day of May 2002. COLLAGENEX PHARMACEUTICALS, INC. By: /s/ Brian M. Gallagher ------------------------------------------- Name: Brian M. Gallagher, Ph.D. Title:President and Chief Executive Officer - 5 - -----END PRIVACY-ENHANCED MESSAGE-----